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<br />E. Pursuant to the Development Agreement, EDA and Developer entered into a
<br />Purchase Agreement dated December 9, 2003 (the “Purchase Agreement”), pursuant to which
<br />EDA agreed to sell to Developer and Developer agreed to purchase from EDA the real property
<br />depicted as “Parcel 4” in the Development Agreement, and now legally described as LOT 2,
<br />BLOCK 1, VILLAGE SQUARE THIRD ADDITION (“Parcel 4”).
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<br />F. The City of Little Canada has received sufficient Tax Increment for the payment of
<br />the TIF Bonds when due and the City has decertified the Tax Increment District. Therefore, EDA
<br />and Developer mutually desire to terminate their respective rights and obligations under the
<br />Development Agreement, the Assessment Agreement and the Purchase Agreement and release
<br />Parcels 1 and 2 and Parcel 4, of record, from the Development Agreement and release Parcels 1
<br />and 2, of record, from the Assessment Agreement, all subject to the terms and conditions set forth
<br />in this Release and Termination.
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<br />NOW, THEREFORE, for good and adequate consideration, the receipt and adequacy of
<br />which is hereby acknowledged, the parties agree as follows.
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<br /> 1. Partial Termination of the Development Agreement. The Development
<br />Agreement, as it applies to Parcels 1 and 2 and Parcel 4, and the EDA’s and Developer’s rights
<br />and obligations under the Development Agreement, as they apply to Parcels 1 and 2 and Parcel 4,
<br />are terminated and of no further force or effect.
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<br />2. Release of Property From Development Agreement. Parcels 1 and 2 and Parcel 4
<br />are hereby released from the Development Agreement.
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<br />3. Termination of Assessment of Agreement. Parcels 1 and 2 are hereby released from
<br />the Assessment Agreement and the Assessment Agreement is hereby terminated.
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<br />4. Termination of Purchase Agreement. The Purchase Agreement is hereby
<br />terminated, and Developer acknowledges and agrees that Developer has no right, title or interest
<br />in or to Parcel 4 pursuant to the Development Agreement or the Purchase Agreement.
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<br />5. Mutual Release. Each of the parties, on behalf of itself, its officers, directors,
<br />shareholders, principals, agents, partners, successors, and assigns, releases and forever discharges
<br />the other and its officers, directors, shareholders, principals, agents, partners, successors, and
<br />assigns from all actions, causes of action, claims, liabilities, damages and demands of every kind
<br />in nature, whether in law or equity, known or unknown arising from or related to the Purchase
<br />Agreement, the Development Agreement, and/or the Assessment Agreement.
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<br /> 6. Additional Documents. Concurrently with the execution of this Release and
<br />Termination, Developer will deliver to EDA a duly executed and acknowledged Quit Claim Deed
<br />in the form attached hereto as Exhibit A, and Certificate of Release From Development Agreement
<br />and Assessment Agreement in the form attached hereto as Exhibit B. EDA will execute the
<br />Certificate of Release From Development Agreement and Assessment Agreement and arrange for
<br />delivery to the Office of the County Recorder, Ramsey County, Minnesota, for recording.
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